Ezlo Innovation, LLC dba Vera Controls, MiOS, Ezlo Protect

End User License Agreement

Last updated: June 14, 2026

If you do not agree to this Agreement, do not use the Products, Platform, Software, Cloud Services, Subscription Services, or other Services. If you are entering into this Agreement on behalf of an organization, you represent and warrant that you have authority to bind that organization to this Agreement.

1. Definitions

"Products" means any hardware devices manufactured, sold, licensed, distributed, supported, or made available by Vera, Ezlo, or their affiliates, including Vera hubs, Ezlo hubs, controllers, accessories, and related devices.

"Software" means all firmware, software, applications, mobile applications, desktop applications, web applications, APIs, integrations, drivers, plug-ins, updates, patches, upgrades, and related software provided or made available by Vera or Ezlo.

"Platform" means the Vera, Ezlo, MiOS, and related hardware, software, cloud, account, automation, video, data, and service ecosystems.

"Services" means all services provided or made available by Vera or Ezlo, including local services, Cloud Services, support services, Subscription Services, video services, automation services, AI services, notifications, account services, and related offerings.

"Cloud Services" means any Service or feature that relies upon remote servers, hosted infrastructure, internet connectivity, third-party hosted systems, cloud processing, remote access, cloud storage, or hosted account services.

"Subscription Services" means any Cloud Service, feature, plan, package, or offering made available for recurring fees, whether billed monthly, annually, or on another recurring basis.

"User Content" means any video, images, recordings, device data, automation data, account information, preferences, logs, scenes, MeshBots, rules, messages, or other content or data submitted, generated, stored, transmitted, or processed through the Products, Software, Platform, or Services.

"AI Services" means artificial intelligence, machine learning, predictive analytics, automation generation, natural language interfaces, recommendations, model-based outputs, MeshBot generation, or similar intelligence-enabled features made available through the Platform or Services.

2. License Grant

Subject to your compliance with this Agreement and payment of all applicable fees, Vera and Ezlo grant you a limited, revocable, non-exclusive, non-transferable, non-sublicensable license to use the Software and Services, and any necessary Platform features, solely in connection with Products that you own, lease, manage, or are otherwise authorized to use.

The Software is licensed, not sold. This Agreement does not transfer any ownership interest in the Software, Platform, Cloud Services, Subscription Services, or any intellectual property rights.

You may use the Software and Services only as expressly permitted by this Agreement and any applicable documentation, service description, plan terms, or support materials. All rights not expressly granted are reserved by Vera, Ezlo, and their licensors.

3. Acceptable Use and Restrictions

You agree not to, and not to permit or assist any third party to, engage in any of the following activities:

Reverse Engineering and Technical Restrictions

• Reverse engineer, decompile, disassemble, decode, modify, adapt, translate, or otherwise attempt to derive source code, underlying ideas, algorithms, protocols, data structures, proprietary technology, or non-public technical information from any Product, Software, Platform, Service, Cloud Service, or Subscription Service, except to the extent such restriction is prohibited by applicable law.
• Circumvent, disable, interfere with, or defeat any security feature, authentication mechanism, access control, licensing mechanism, encryption technology, usage limitation, subscription control, or technical protection measure.
• Access, use, or attempt to use unauthorized APIs, interfaces, endpoints, communication protocols, administrative functions, non-public systems, or system components.
• Remove, alter, obscure, or bypass any proprietary notices, trademarks, copyrights, warnings, labels, branding, or ownership notices contained within or displayed by the Products, Platform, Software, or Services.

Unauthorized Access and Security

• Access or attempt to access any account, device, service, system, data, information, or network for which you do not have authorization.
• Probe, scan, test, benchmark, or attempt to discover vulnerabilities in any Product, Platform, Software, Service, Cloud Service, network, or infrastructure without prior written authorization from Vera or Ezlo.
• Introduce malware, malicious code, viruses, worms, ransomware, spyware, or other harmful technologies.
• Interfere with, disrupt, degrade, damage, or impair the operation, security, integrity, performance, or availability of any Product, Platform, Software, Service, Cloud Service, Subscription Service, network, or related infrastructure.

Subscription and Service Restrictions

• Circumvent subscription requirements, billing mechanisms, service-tier limitations, account restrictions, storage limits, retention limits, usage limits, licensing controls, or access controls.
• Share, transfer, resell, sublicense, lease, rent, distribute, or commercially exploit any Subscription Service, Cloud Service, AI Service, Platform functionality, account access, or service entitlement except as expressly authorized in writing by Vera or Ezlo.
• Misrepresent entitlement to a Service or use any Service in excess of purchased plan limits or authorized usage rights.

Illegal and Prohibited Activities

• Use any Product, Software, Platform, or Service in violation of any applicable law, regulation, governmental requirement, court order, or third-party right.
• Use any Product, Software, Platform, or Service to facilitate criminal activity, fraud, unauthorized surveillance, harassment, stalking, identity theft, invasion of privacy, unauthorized interception of communications, unlawful recording, or other unlawful conduct.
• Use any Product, Software, Platform, or Service in connection with activities that could result in death, personal injury, property damage, environmental damage, or other high-risk activities where failure of the Product or Service could create significant harm.

Data Protection and Privacy Compliance

You are solely responsible for complying with all laws applicable to your use of cameras, microphones, sensors, recording devices, automation systems, and monitoring capabilities.

You agree not to collect, store, monitor, record, process, disclose, or transmit information in violation of applicable privacy, surveillance, biometric, consumer protection, wiretapping, recording consent, data protection, or similar laws.

Automated Access and Resource Abuse

• Use bots, crawlers, scrapers, automated scripts, or similar technologies to access, monitor, copy, extract, or interact with the Platform or Services in a manner not expressly authorized by Vera or Ezlo.
• Generate excessive requests, storage consumption, bandwidth usage, API calls, automation executions, or other resource utilization that may impair Platform performance, reliability, security, or availability.

Enforcement

Vera and Ezlo reserve the right to investigate suspected violations of this Agreement and may suspend, restrict, disable, or terminate access to any Product, Platform, Software, Service, Cloud Service, Subscription Service, or account for violations of this section.

Vera and Ezlo may cooperate with law enforcement agencies, regulators, courts, governmental authorities, or other authorized parties regarding suspected unlawful conduct to the extent permitted or required by applicable law.

4. Ownership and Intellectual Property

The Products, Platform, Software, Services, documentation, user interfaces, designs, trademarks, trade names, logos, copyrights, trade secrets, proprietary methods, data models, automation engines, AI Services, and all related intellectual property are owned by Vera, Ezlo, their affiliates, or their licensors.

Nothing in this Agreement transfers ownership of any intellectual property rights to you. No implied licenses are granted under this Agreement.

Feedback, comments, ideas, suggestions, diagnostics, or recommendations that you provide regarding the Products, Software, Platform, or Services may be used by Vera or Ezlo without restriction and without obligation to you, subject to applicable law and the Privacy Policy.

Certain third-party or open-source software may be included in or distributed with the Software. Such components are licensed under their applicable license terms. Nothing in this Agreement limits rights you may have under applicable open-source licenses.

5. Cloud & Subscription Services

Certain functionality may require access to Cloud and/or Subscription Services operated by Vera, Ezlo, or third-party service providers. Cloud Services may depend on internet connectivity, account status, subscription status, third-party infrastructure, compatible devices, and supported Software versions.

Cloud & Subscription Services may include, without limitation:

• Remote access
• Remote administration
• Live video streaming
• Cloud video storage
• Notifications and alerts
• Backup and synchronization services
• User account management
• Device provisioning
• Automation services
• Artificial intelligence services
• MeshBot services
• Support tools
• Future cloud-enabled services and features

Cloud Services may be offered on free, paid, promotional, trial, bundled, limited, or subscription bases. Vera and Ezlo may add, modify, suspend, discontinue, replace, limit, or reclassify any Cloud or Subscription Service at any time, subject to applicable law and any required notice obligations.

Vera and Ezlo reserve the right to implement technical measures, usage controls, storage limits, rate limits, authentication requirements, account restrictions, and other operational safeguards necessary to protect the Platform and Services.

Vera and Ezlo do not guarantee that any Cloud Service, integration, third-party platform connection, device compatibility, protocol support, or feature will remain available for any specific period of time.

Local functionality may differ from Cloud Services and may continue to operate independently of Subscription Services depending upon Product capabilities, Software support, network configuration, and technical requirements.

6. Subscription Services, Billing, Renewal, and Cancellation

Certain Services require a paid subscription. By purchasing, activating, or continuing to use a Subscription Service, you agree to the pricing, billing period, service features, limits, and other terms disclosed at the time of purchase or activation.

By purchasing a Subscription Service, you authorize Vera, Ezlo, and their designated payment processors to charge all applicable fees, taxes, and charges associated with your selected subscription plan using the payment method you provide.

Unless otherwise stated at the time of purchase, subscriptions automatically renew at the end of each billing period until canceled. Subscription fees are billed in advance on a recurring basis.

You may cancel a subscription at any time through the designated account management process. Cancellation will take effect at the conclusion of the then-current billing period unless otherwise required by applicable law or expressly stated in the applicable service terms.

No refunds will be issued for partially used billing periods except where required by applicable law or expressly provided in a separate refund policy.

Failure to pay applicable fees may result in suspension, limitation, or termination of the applicable Subscription Services.

Subscription Services are licensed and provided as ongoing services and do not convey any ownership interest in Cloud Services, stored content, subscription features, service availability, or future functionality beyond the applicable subscription term.

7. Pricing Changes

Vera and Ezlo reserve the right to modify subscription pricing, service tiers, storage allocations, retention periods, features, limits, billing cycles, and service offerings from time to time.

Where required by applicable law, advance notice of material pricing changes will be provided before such changes take effect.

Continued use of Subscription Services following the effective date of any pricing change constitutes acceptance of the revised pricing. If you do not agree to a pricing change, your sole remedy is to cancel the applicable Subscription Service before the change takes effect.

8. Video Storage Services

Certain subscription plans may include cloud-based video storage, image storage, event history, video retrieval, playback, download, sharing, or related services.

Storage capacity, retention periods, event capture settings, download capabilities, playback functionality, camera support, and related features may vary by service plan, device, region, configuration, or technical limitation.

Current plan features and limits will be described in the applicable service offering documentation, pricing pages, account pages, or support materials.

Vera and Ezlo reserve the right to modify storage allocations, retention periods, playback features, and related video storage features from time to time, subject to applicable law and any required notice obligations.

Vera and Ezlo are not responsible for loss of stored video or other User Content except to the extent required by applicable law.

9. Doorbell Video, Cameras, Audio Recording, and Consent

Certain Products, Software, Platform features, Cloud Services, and Subscription Services, including but not limited to Ezlo Doorbell Video products and camera-enabled devices, may record, transmit, process, store, analyze, and display video, audio, images, motion events, biometric-related characteristics, facial characteristics, voices, likenesses, physical features, and other information relating to individuals.

By installing, activating, accessing, configuring, or using any such Product, Software, Platform feature, Cloud Service, or Subscription Service, you expressly consent to the collection, recording, transmission, processing, storage, retrieval, display, and use of such information by Vera, Ezlo, their affiliates, licensors, service providers, cloud providers, contractors, and authorized third-party providers as necessary to provide, operate, improve, secure, maintain, and support the Products and Services.

You represent and warrant that you have obtained all notices, permissions, authorizations, and consents required by applicable law from all individuals whose information may be captured, recorded, monitored, processed, stored, transmitted, or disclosed through your use of the Products, Software, Platform, or Services.

You acknowledge and agree that:

• Video and audio recordings may include identifiable images, voices, likenesses, facial features, physical characteristics, activities, communications, and other information relating to you, members of your household, guests, visitors, tenants, residents, employees, contractors, invitees, and other individuals.
• You are solely responsible for complying with all applicable laws relating to surveillance, monitoring, recording, privacy, biometric information, wiretapping, consent, notice, consumer protection, and data protection.
• Vera and Ezlo do not determine whether your use of cameras, microphones, recording devices, or monitoring features complies with applicable law.

To the extent permitted by applicable law, you expressly authorize Vera, Ezlo, and their service providers to store, process, transmit, and manage such recordings and related information for security, operational, support, troubleshooting, service improvement, legal compliance, and other purposes described in the Privacy Policy and applicable service documentation.

Vera, Ezlo, and their service providers may disclose video recordings, audio recordings, account information, device information, or related data when required by law, subpoena, court order, warrant, governmental request, emergency disclosure request, or other legal process, or where Vera or Ezlo reasonably believes such disclosure is necessary to protect users, Products, Services, personnel, property, or legal rights.

Nothing in this Agreement obligates Vera or Ezlo to monitor, review, preserve, retrieve, or disclose recordings except as required by applicable law.

10. Security Monitoring Services

Certain Products, Software, Platform features, or Services, including but not limited to, Ezlo Protect, may integrate with, facilitate access to, communicate with, or otherwise support third-party security monitoring services.

Unless expressly stated in a separate written agreement signed by Ezlo, any security monitoring service is provided by independent third-party monitoring providers, dealers, integrators, distributors, installers, alarm companies, monitoring companies, or other third parties and not by Vera or Ezlo.

If security monitoring services are available in your area, such services are offered, sold, provisioned, and supported by the applicable dealer or monitoring provider and not by Vera or Ezlo.

Vera and Ezlo do not provide professional monitoring services and do not undertake any obligation to monitor alarms, emergency signals, security events, life-safety events, intrusion events, fire events, medical emergencies, environmental conditions, or other monitored conditions.

Any monitoring agreement, monitoring fees, monitoring obligations, response obligations, dispatch obligations, service levels, emergency notification obligations, or related services are solely between you and the applicable monitoring provider.

To the maximum extent permitted by law, Vera and Ezlo disclaim all liability arising from:

• Any interruption, delay, failure, omission, defect, error, outage, degradation, or unavailability of any monitoring service;
• Any failure to transmit, receive, process, route, deliver, verify, or respond to any alarm, signal, notification, event, communication, or emergency condition;
• Any act, omission, negligence, gross negligence, misconduct, or failure of any monitoring provider, dealer, installer, distributor, alarm company, emergency responder, telecommunications provider, internet service provider, or other third party;
• Any failure of Products, Software, Services, networks, communications systems, electrical systems, internet connections, cellular networks, cloud services, monitoring systems, or third-party infrastructure;
• Any delay, interruption, failure, omission, or degradation caused by force majeure events, acts of God, natural disasters, severe weather, war, terrorism, civil unrest, governmental action, utility failures, internet outages, telecommunications failures, cloud infrastructure failures, supplier failures, equipment failures, or other causes beyond the reasonable control of Vera, Ezlo, or the applicable monitoring provider.

You acknowledge and agree that security monitoring services, alarm services, emergency notification services, and related technologies cannot guarantee the prevention of loss, injury, death, property damage, theft, fire, intrusion, environmental damage, or other adverse events.

EXCEPT WHERE PROHIBITED BY LAW, THE TOTAL LIABILITY OF ANY MONITORING PROVIDER ARISING OUT OF OR RELATED TO SECURITY MONITORING SERVICES SHALL NOT EXCEED THE GREATER OF: (A) THE AMOUNT PAID BY YOU FOR THE APPLICABLE MONITORING SERVICE DURING THE PRECEDING TWELVE (12) MONTHS; OR (B) ONE HUNDRED U.S. DOLLARS ($100.00).

EXCEPT WHERE PROHIBITED BY LAW, THE TOTAL LIABILITY OF VERA, EZLO, THEIR AFFILIATES, LICENSORS, SERVICE PROVIDERS, DEALERS, DISTRIBUTORS, AND MONITORING PARTNERS ARISING OUT OF OR RELATED TO SECURITY MONITORING SERVICES SHALL NOT EXCEED THE GREATER OF: (A) THE AMOUNT PAID BY YOU TO VERA OR EZLO FOR THE APPLICABLE SERVICES DURING THE PRECEDING TWELVE (12) MONTHS; OR (B) ONE HUNDRED U.S. DOLLARS ($100.00).

11. Artificial Intelligence and Automation Services

The Platform may include AI Services, artificial intelligence, machine learning, automation, predictive analytics, recommendation systems, natural language interfaces, automation engines, MeshBots, or similar technologies.

These services are provided to assist users and may generate suggestions, recommendations, automations, insights, alerts, classifications, summaries, or actions. AI-generated outputs may not always be accurate, complete, timely, secure, suitable, or appropriate for every situation.

Users remain responsible for reviewing, validating, configuring, and supervising actions, automations, recommendations, scenes, MeshBots, and AI-generated outputs before relying on them.

Vera and Ezlo may use aggregated, anonymized, de-identified, or statistical data derived from operation of the Platform, Products, Software, or Services to improve products, services, artificial intelligence models, automation systems, analytics, security systems, and future platform capabilities.

AI Services and automation features are not intended for emergency response, life-safety, medical, critical infrastructure, or other high-risk uses unless expressly designated in writing by Vera or Ezlo for such use.

12. Software Updates and Feature Changes

Vera and Ezlo may deploy updates, upgrades, patches, fixes, security enhancements, modifications, configuration changes, and feature changes at any time.

Updates may modify functionality, user interfaces, integrations, supported devices, device behavior, APIs, protocols, features, services, or capabilities. Some updates may be required to continue using certain Software, Products, Cloud Services, or Subscription Services.

You consent to the delivery and installation of such updates where permitted by applicable law. If you do not install or permit required updates, certain Products, Software, or Services may not function properly or may become unavailable.

Vera and Ezlo may discontinue support for older Products, Software versions, integrations, or features when necessary for security, reliability, compliance, operational, or business reasons, subject to applicable law.

13. Third-Party Services

Certain Products, Software, Platform features, or Services may rely on third-party providers, subcontractors, cloud infrastructure, app stores, payment processors, communication providers, analytics providers, monitoring providers, device manufacturers, integrations, APIs, or platforms.

Vera and Ezlo do not control and are not responsible for third-party services, products, platforms, APIs, integrations, communications, outages, policies, pricing, changes, or discontinuation of support.

Third-party services may change, become unavailable, impose new requirements, or discontinue support at any time. Your use of third-party services may be subject to separate third-party terms and privacy policies.

14. Website

You may also access certain Software or related services from the website located at www.ezlo.com and any other related Ezlo web pages (collectively the "Website"). Services accessed through the Website and/or any use of the Platform (collectively the "Services") are governed by the Terms of Use, available at https://ezlo.com/legal. Any information that you provide to Ezlo or is collected through the Website, Platform, Product, Services and/or Software is governed by the terms of the Ezlo Privacy Policy located at https://ezlo.com/legal. Your purchase of the Product is governed by the Ezlo limited warranty, the terms of which are provided with the Product. The terms and conditions of this Agreement describe, among other things, the permitted uses and user(s) of the Software.

15. Privacy and Data Processing

Your use of the Products, Platform, Software, and Services is subject to the Vera and Ezlo Privacy Policy, as amended from time to time.

You acknowledge that information may be collected, processed, transmitted, stored, analyzed, and disclosed as described in the Privacy Policy and applicable service materials.

You are responsible for providing any required notices, obtaining any required consents, and complying with applicable privacy, recording, monitoring, surveillance, biometric, data protection, and consumer protection laws relating to your use of Products, Software, cameras, microphones, sensors, automation, monitoring, or Cloud Services.

If you use Products, Software, or Services on behalf of an organization, property, household, tenant, guest, customer, or other third party, you are responsible for ensuring that your use complies with applicable laws and that you have all required authority and permissions.

16. Changes to this Agreement

Vera and Ezlo may modify this Agreement from time to time to reflect changes in Products, Software, Services, legal requirements, business practices, security requirements, operational needs, or other business reasons.

When material changes are made, Vera and Ezlo may provide notice through the Platform, Software, Website, email, account notifications, in-product notices, or other reasonable means. The date of the latest revision will be posted at the top of this Agreement.

Your continued use of the Products, Platform, Software, Cloud Services, Subscription Services, or other Services following the effective date of a revised Agreement constitutes your acceptance of the updated terms.

If you do not agree to a revised Agreement, your sole remedy is to discontinue use of the affected Products, Platform, Software, or Services and cancel any applicable Subscription Services.

Except as expressly stated in this section, no employee, agent, reseller, distributor, dealer, or other representative of Vera or Ezlo has authority to modify this Agreement.

17. Termination and Suspension

Vera or Ezlo may suspend, restrict, disable, or terminate access to Products, Software, Platform features, Services, Cloud Services, Subscription Services, or accounts for:

• Non-payment
• Fraud
• Abuse
• Security concerns
• Violation of this Agreement
• Violation of applicable law
• Unauthorized access or attempted unauthorized access
• Circumvention of subscription, billing, usage, security, or access controls
• Legal or regulatory requirements
• Protection of the Platform, Services, Vera, Ezlo, third-party providers, or other users

Vera and Ezlo may immediately suspend, restrict, disable, or terminate access to any Product, Platform, Software, Service, Cloud Service, Subscription Service, or account without prior notice where reasonably necessary to protect the security, integrity, availability, lawful operation, or business interests of Vera, Ezlo, their users, or third-party service providers.

Upon termination, your right to use the affected Software, Services, Cloud Services, and Subscription Services immediately ceases. Termination does not relieve you of obligations incurred before termination, including payment obligations.

Sections intended by their nature to survive termination, including ownership, restrictions, privacy, disclaimers, limitations of liability, governing law, and miscellaneous provisions, will survive termination.

You may terminate this Agreement upon written notice to Ezlo. In the event of any termination of this Agreement or your rights hereunder, all provisions of this Agreement except your rights under the grant of license shall survive such termination and you agree to continue to be bound by these terms, including payment of all outstanding fees. Upon termination, you may no longer use the Software.

18. Disclaimer of Warranties

TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE PRODUCTS, PLATFORM, SOFTWARE, CLOUD SERVICES, SUBSCRIPTION SERVICES, AI SERVICES, VIDEO SERVICES, AUTOMATION SERVICES, AND ALL RELATED SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE."

VERA AND EZLO DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, ACCURACY, AVAILABILITY, SECURITY, RELIABILITY, COMPATIBILITY, AND UNINTERRUPTED OR ERROR-FREE OPERATION.

VERA AND EZLO DO NOT WARRANT THAT THE PRODUCTS, SOFTWARE, PLATFORM, OR SERVICES WILL DETECT, PREVENT, OR RESPOND TO ALL EVENTS, SECURITY ISSUES, SAFETY RISKS, DEVICE FAILURES, NETWORK FAILURES, OR EMERGENCIES.

YOU USE ALL PRODUCT INFORMATION, AUTOMATIONS, AI OUTPUTS, VIDEO SERVICES, ALERTS, NOTIFICATIONS, AND SERVICES AT YOUR OWN DISCRETION AND RISK.

19. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW, VERA, EZLO, THEIR AFFILIATES, LICENSORS, SUPPLIERS, SERVICE PROVIDERS, DISTRIBUTORS, AND DEALERS SHALL NOT BE LIABLE FOR INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY, OR PUNITIVE DAMAGES, INCLUDING LOST PROFITS, LOST REVENUE, LOSS OF DATA, LOSS OF USE, BUSINESS INTERRUPTION, LOSS OF GOODWILL, OR COST OF SUBSTITUTE SERVICES.

THE AGGREGATE LIABILITY OF VERA AND EZLO ARISING OUT OF OR RELATED TO THIS AGREEMENT, THE PRODUCTS, SOFTWARE, PLATFORM, CLOUD SERVICES, SUBSCRIPTION SERVICES, OR OTHER SERVICES SHALL NOT EXCEED THE GREATER OF: (A) FEES PAID BY YOU FOR THE APPLICABLE SERVICES DURING THE PRECEDING TWELVE MONTHS; OR (B) ONE HUNDRED U.S. DOLLARS ($100).

THE LIMITATIONS IN THIS SECTION APPLY REGARDLESS OF THE THEORY OF LIABILITY, WHETHER CONTRACT, TORT, STRICT LIABILITY, NEGLIGENCE, WARRANTY, STATUTE, OR OTHERWISE, EVEN IF VERA OR EZLO HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

SOME JURISDICTIONS DO NOT ALLOW CERTAIN EXCLUSIONS OR LIMITATIONS, SO SOME OF THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU.

20. Export Compliance

You agree to comply with all applicable export and import laws, restrictions, sanctions, and regulations of the United States and any other applicable jurisdiction. You may not export, re-export, import, transfer, or use the Software, Products, Platform, or Services in violation of applicable laws or without required approvals.

You may not use the Products, Software, Platform, or Services in any country, region, or by any person, entity, or organization prohibited by applicable export control, sanctions, or similar laws. You are responsible for obtaining any required governmental approvals at your own expense.

The Software and related documentation are commercial items and are provided to U.S. Government end users only with the rights granted to all other end users under this Agreement, unless otherwise required by applicable law.

21. Governing Law and Dispute Terms

This Agreement shall be governed by the laws of the State of New Jersey, excluding its conflict of law rules, unless applicable consumer law requires otherwise.

You agree that jurisdiction and venue for any claim or dispute arising from or relating to this Agreement, the Products, Software, Platform, or Services shall reside in the federal or state courts located in the State of New Jersey, unless applicable law requires otherwise.

This Agreement shall not be governed by the United Nations Convention on Contracts for the International Sale of Goods nor the Uniform Computer Information Transaction Act, and they are specifically excluded.

YOU, VERA, AND EZLO EACH WAIVE, TO THE MAXIMUM EXTENT PERMITTED BY LAW, ANY RIGHT TO A JURY TRIAL FOR ANY CLAIM OR CAUSE OF ACTION ARISING DIRECTLY OR INDIRECTLY OUT OF OR RELATING TO THIS AGREEMENT, THE PRODUCTS, SOFTWARE, PLATFORM, SERVICES, OR THE RELATIONSHIP BETWEEN THE PARTIES.

Arbitration

ARBITRATION MEANS THAT YOU WAIVE YOUR RIGHT TO A JUDGE OR JURY TRIAL IN A COURT PROCEEDING AND YOUR GROUNDS FOR APPEAL ARE LIMITED.

You agree that any dispute, claim or controversy arising out of this agreement shall be determined by binding arbitration. Before you may begin arbitration with respect to a dispute involving any aspect of this Agreement, you shall notify Ezlo and Vera and any other party to the dispute for the purpose of seeking dispute resolution. The notice to Ezlo and Vera should be addressed to Ezlo Innovation LLC, 200 Broadacres Drive, Second Floor, Bloomfield, New Jersey 07003, USA.

If the dispute is not resolved within sixty (60) days after the initial notice, then a party may proceed in accordance with the following: The laws of New Jersey, USA govern the interpretation, construction, and enforcement of this agreement and all proceedings arising out of it, including tort claims, without regard to any conflicts of law principles. Any controversy or claim arising out of or relating to this contract, or the breach thereof, shall be settled by arbitration administered by the International Chamber of Commerce in accordance with its Arbitration Rules if one of the parties is outside the United States or by the American Arbitration Association if both parties are located inside the United States. Venue shall be in Bloomfield, NJ, USA and judgment on the award rendered by the arbitrator(s) may be entered in any court having jurisdiction thereof. The proceeding shall be conducted in English. Either party may appear before the panel by telephone or video conference.

Waiver Of Class Actions And Class Arbitrations

YOU AND EZLO AND VERA AGREE THAT ANY PROCEEDINGS TO RESOLVE OR LITIGATE ANY DISPUTE IN ANY FORUM WILL BE CONDUCTED SOLELY ON AN INDIVIDUAL BASIS. NEITHER YOU NOR EZLO WILL SEEK TO HAVE ANY DISPUTE HEARD AS A FEDERAL OR STATE CLASS ACTION, PRIVATE ATTORNEY GENERAL ACTION, OR IN ANY OTHER PROCEEDING IN WHICH EITHER PARTY ACTS OR PROPOSES TO ACT IN A REPRESENTATIVE CAPACITY. NO ARBITRATION OR PROCEEDING WILL BE COMBINED WITH ANOTHER WITHOUT THE PRIOR WRITTEN CONSENT OF ALL PARTIES TO ALL AFFECTED ARBITRATION OR PROCEEDINGS.

22. Miscellaneous

If any provision of this Agreement is found invalid or unenforceable, that provision shall be enforced to the maximum extent permitted by law and the remaining provisions shall remain in full force and effect.

This Agreement, together with any applicable service terms, plan terms, Privacy Policy, Terms of Use, and other incorporated policies, constitutes the entire agreement between you, Vera, and Ezlo concerning the Products, Software, Platform, and Services and supersedes prior agreements relating to the same subject matter.

No waiver of any provision of this Agreement shall be deemed a continuing waiver or waiver of any other provision.

You may not assign or transfer this Agreement or any rights or obligations under it without prior written consent. Vera and Ezlo may assign this Agreement, in whole or in part, to any affiliate, successor, acquirer, or other entity in connection with a merger, acquisition, restructuring, sale of assets, or other business transaction.

Neither party shall be liable for delay or failure in performance, except payment obligations, resulting from causes beyond its reasonable control, including acts of God, natural disasters, war, terrorism, pandemics, labor disputes, internet or telecommunications failures, cyberattacks, governmental actions, power failures, supply chain disruptions, or third-party service failures.

The controlling language of this Agreement is English. Translations may be provided for convenience only.

Headings are for convenience only and do not affect interpretation of this Agreement.